Form SC 13D CHIPOTLE MEXICAN GRILL Filed by: Pershing Square Capital Management, L.P.

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/18/2024

1. LVS
2. TSM
3. NFLX
4. CSX
5. SPY

6. UAL
7. ALK
8. EFX
9. TSLA
10. MU

Top News Most Read Special Reports

September 6, 2016 5:04 PM EDT

E-mail

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

Chipotle Mexican Grill, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

169656105

(CUSIP Number)

Stephen Fraidin, Esq.

Steve Milankov, Esq.

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, New York 10019

(212) 813-3700

With a copy to:

Richard M. Brand, Esq.

Gregory P. Patti, Esq.

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

(212) 504-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 24, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 169656105


1	NAME OF REPORTING PERSON Pershing Square Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER NONE
		8	SHARED VOTING POWER 2,882,463
		9	SOLE DISPOSITIVE POWER NONE
		10	SHARED DISPOSITIVE POWER 2,882,463
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,882,463
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA

*	This calculation is based on 29,115,783 shares of Common Stock outstanding as of July 18, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 22, 2016 for the quarterly period ended June 30, 2016.


CUSIP No. 169656105


1	NAME OF REPORTING PERSON PS Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER NONE
		8	SHARED VOTING POWER 2,882,463
		9	SOLE DISPOSITIVE POWER NONE
		10	SHARED DISPOSITIVE POWER 2,882,463
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,882,463
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	This calculation is based on 29,115,783 shares of Common Stock outstanding as of July 18, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 22, 2016 for the quarterly period ended June 30, 2016.


CUSIP No. 169656105


1	NAME OF REPORTING PERSON William A. Ackman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER NONE
		8	SHARED VOTING POWER 2,882,463
		9	SOLE DISPOSITIVE POWER NONE
		10	SHARED DISPOSITIVE POWER 2,882,463
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,882,463
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

*	This calculation is based on 29,115,783 shares of Common Stock outstanding as of July 18, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 22, 2016 for the quarterly period ended June 30, 2016.

Item 1.

Security and Issuer

This statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Chipotle Mexican Grill, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1401 Wynkoop Street, Suite 500, Denver, CO 80202.

The Reporting Persons (as defined below) beneficially own 2,882,463 shares of Common Stock (the “Subject Shares”), which number includes: 554,213 shares of Common Stock and 2,328,250 shares underlying forward purchase contracts.

The Subject Shares represent approximately 9.9% of the outstanding shares of Common Stock based on 29,115,783 shares of Common Stock outstanding as of July 18, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 22, 2016 for the quarterly period ended June 30, 2016.

Item 2.

Identity and Background

(a), (f) This statement is being filed by:

(i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”);

(ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”); and

(iii) William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the “Reporting Persons”).

The Reporting Persons have entered into a joint filing agreement, dated as of September 6, 2016, a copy of which is filed herewith as Exhibit 99.1.

(b) The address of the principal business and principal office of each of the Reporting Persons is 888 Seventh Avenue, 42nd Floor, New York, New York 10019.

(c) Pershing Square’s principal business is to serve as investment advisor to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square II, L.P., a Delaware limited partnership (“PS II”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“PSH” and together with PS, PS II and PS International, the “Pershing Square Funds”).

PS Management’s principal business is to serve as the sole general partner of Pershing Square.

The principal occupation of William A. Ackman is to serve as the Chief Executive Officer of Pershing Square and the managing member of PS Management.

(d), (e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Subject Shares was derived from the respective capital of the Pershing Square Funds, and from the net proceeds the Pershing Square Funds received from writing, and in certain cases, unwinding, the various derivatives described below.

The Pershing Square Funds purchased 554,213 shares of Common Stock for aggregate consideration (including brokerage commissions) of $224,491,131.

The Pershing Square Funds entered into over-the-counter forward purchase contracts providing for the purchase of 2,328,250 shares of Common Stock for a net purchase price of $974,342,953 (less rebate amounts for early settlement, if applicable).

The Pershing Square Funds wrote and unwound listed American-style put options referencing shares of Common Stock for net proceeds of $1,667,375. In addition, the Pershing Square Funds wrote out-of-the-money, over-the-counter European-style put options referencing forward purchase contracts providing for the purchase of shares of Common Stock for net proceeds of $410,500.

Item 4.

Purpose of Transaction

The Issuer is a leading fast casual restaurant company that the Reporting Persons believe has a strong brand, differentiated offering, enormous growth opportunity, and visionary leadership. The Reporting Persons believe that the Issuer’s Common Stock is undervalued and is an attractive investment.

The Reporting Persons intend to engage in discussions with the Issuer and Issuer’s management and board of directors, other stockholders of the Issuer and other interested parties that may relate to the governance and board composition, business, operations, cost structure, management, assets, capitalization, financial condition, strategic plans, and the future of the Issuer.

The Reporting Persons may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including but not limited to, solicitation of proxies, and may discuss such actions with the Issuer and Issuer’s management and the board of directors, other stockholders of the Issuer and other interested parties.

The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors and subject to the obligations described herein, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board of directors, price levels of shares of Common Stock, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, tax considerations for investors in the Pershing Square Funds, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial instruments related to the Issuer or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a), (b) Information about the number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein.

Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of Pershing Square, PS Management may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. By virtue of William A. Ackman’s position as the Chief Executive Officer of Pershing Square and managing member of PS Management, William A. Ackman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, William A. Ackman may be deemed to be a beneficial owner of the Subject Shares.

(c) Exhibit 99.2, which is filed herewith and incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibit 99.2, no reportable transactions were effected by any Reporting Person within the last 60 days.

(d) The Pershing Square Funds have the right to receive dividends from, and the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

As of September 6, 2016, the Pershing Square Funds own 2,328,250 over-the-counter forward purchase contracts having a net purchase price of $974,342,953 (less rebate amounts for early settlement, if applicable). The counterparty to such over-the-counter forward purchase contracts is UBS AG.

None of the forward purchase contracts gives the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer or requires the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer.

The foregoing summary of the over-the-counter forward purchase contracts is qualified in its entirety by reference to the actual language of such contracts, the form of which is filed as Exhibits 99.3, and which is incorporated herein by reference. Supplemental financial terms of these contracts are detailed in Exhibit 99.2 for transactions in the last 60 days.

Except as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

Item 7.

Material to be Filed as Exhibits


Exhibit 99.1		Joint Filing Agreement, dated as of September 6, 2016, among Pershing Square, PS Management and William A. Ackman.

Exhibit 99.2		Trading data.

Exhibit 99.3		Form of Confirmation for Forward Purchase Contracts.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 6, 2016


PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

By:		PS Management GP, LLC, its General Partner

By		/s/ William A. Ackman
		William A. Ackman
		Managing Member

PS MANAGEMENT GP, LLC

By		/s/ William A. Ackman
		William A. Ackman
		Managing Member

		/s/ William A. Ackman
		William A. Ackman

INDEX TO EXHIBITS


Exhibit		Description

Exhibit 99.1		Joint Filing Agreement, dated as of September 6, 2016, among Pershing Square, PS Management and William A. Ackman.

Exhibit 99.2		Trading data.

Exhibit 99.3		Form of Confirmation for Forward Purchase Contracts.

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Chipotle Mexican Grill, Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of this 6th day of September, 2016.


PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

By:		PS Management GP, LLC, its General Partner

By		/s/ William A. Ackman
		William A. Ackman
		Managing Member

PS MANAGEMENT GP, LLC

By		/s/ William A. Ackman
		William A. Ackman
		Managing Member

		/s/ William A. Ackman
		William A. Ackman

Exhibit 99.2


Name	Trade Date	Buy/Sell/Exercise	No. of Shares / Quantity		Unit Cost/ Proceeds		Strike Price		Trade Amount		Security	Expiration Date
Pershing Square International, Ltd.	July 15, 2016	Sell to Open		92	$	5.81	$	372.50	$	53,472	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 15, 2016	Sell to Open		115	$	5.83	$	375.00	$	67,064	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 15, 2016	Sell to Open		276	$	7.00	$	377.50	$	193,129	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 18, 2016	Sell to Open		73	$	4.59	$	372.50	$	33,503	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 18, 2016	Sell to Open		187	$	3.91	$	375.00	$	73,099	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 18, 2016	Sell to Open		198	$	5.65	$	377.50	$	111,794	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 18, 2016	Sell to Open		71	$	4.67	$	382.50	$	33,164	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 18, 2016	Sell to Open		213	$	5.12	$	385.00	$	109,086	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 21, 2016	Buy to Close		165	$	2.37	$	372.50	$	39,183	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 21, 2016	Buy to Close		302	$	2.68	$	375.00	$	80,885	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 21, 2016	Buy to Close		474	$	3.17	$	377.50	$	150,424	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 21, 2016	Buy to Close		71	$	4.28	$	382.50	$	30,370	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 21, 2016	Buy to Close		213	$	4.44	$	385.00	$	94,623	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 21, 2016	Buy to Open		16	$	4.21	$	382.50	$	6,737	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	July 21, 2016	Sell to Close		16	$	3.89	$	382.50	$	6,223	Listed Put Option	July 22, 2016
Pershing Square International, Ltd.	August 4, 2016	Buy		21,218	$	397.00		N/A	$	8,423,610	Common Stock	N/A
Pershing Square International, Ltd.	August 5, 2016	Buy		32,335	$	400.09		N/A	$	12,937,049	Common Stock	N/A
Pershing Square International, Ltd.	August 5, 2016	Sell to Open		25	$	1.18	$	400.00	$	2,940	Listed Put Option	August 5, 2016
Pershing Square International, Ltd.	August 8, 2016	Buy		26,647	$	400.99		N/A	$	10,685,263	Common Stock	N/A
Pershing Square International, Ltd.	August 8, 2016	Sell to Open		39	$	3.14	$	397.50	$	12,256	Listed Put Option	August 12, 2016
Pershing Square International, Ltd.	August 8, 2016	Sell to Open		153	$	4.21	$	400.00	$	64,462	Listed Put Option	August 12, 2016
Pershing Square International, Ltd.	August 9, 2016	Buy		4,650	$	401.00		N/A	$	1,864,668	Common Stock	N/A
Pershing Square International, Ltd.	August 9, 2016	Sell to Open		58	$	2.99	$	400.00	$	17,331	Listed Put Option	August 12, 2016
Pershing Square International, Ltd.	August 10, 2016	Buy		23,572	$	407.99		N/A		N/A	OTC Equity Forward	August 10, 2018
Pershing Square International, Ltd.	August 11, 2016	Buy		26,786	$	410.46		N/A		N/A	OTC Equity Forward	August 13, 2018
Pershing Square International, Ltd.	August 12, 2016	Assign Buy		3,900	$	397.51		N/A	$	1,550,289	Common Stock	N/A
Pershing Square International, Ltd.	August 12, 2016	Assign Buy		21,100	$	400.00		N/A	$	8,440,100	Common Stock	N/A
Pershing Square International, Ltd.	August 12, 2016	Buy		43,098	$	410.27		N/A		N/A	OTC Equity Forward	August 13, 2018
Pershing Square International, Ltd.	August 15, 2016	Buy		18,097	$	409.79		N/A		N/A	OTC Equity Forward	August 15, 2018
Pershing Square International, Ltd.	August 16, 2016	Buy		7,646	$	414.01		N/A		N/A	OTC Equity Forward	August 16, 2018
Pershing Square International, Ltd.	August 16, 2016	Sell to Open		6,127	$	3.10	$	400.00	$	18,994	OTC Put Option	August 19, 2016
Pershing Square International, Ltd.	August 17, 2016	Buy		22,039	$	411.10		N/A		N/A	OTC Equity Forward	August 17, 2018
Pershing Square International, Ltd.	August 17, 2016	Sell to Open		24,508	$	2.18	$	397.50	$	53,458	OTC Put Option	August 19, 2016
Pershing Square International, Ltd.	August 17, 2016	Sell to Open		21,444	$	2.03	$	395.00	$	43,501	OTC Put Option	August 19, 2016
Pershing Square International, Ltd.	August 18, 2016	Buy		37,690	$	407.62		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square International, Ltd.	August 19, 2016	Buy		48,961	$	403.49		N/A		N/A	OTC Equity Forward	August 20, 2018


Pershing Square International, Ltd.	August 19, 2016	Assign Buy	6,127	$	413.44		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square International, Ltd.	August 19, 2016	Assign Buy	24,508	$	410.86		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square International, Ltd.	August 19, 2016	Assign Buy	21,444	$	408.27		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square International, Ltd.	August 22, 2016	Buy	22,772	$	408.33		N/A		N/A	OTC Equity Forward	August 22, 2018
Pershing Square International, Ltd.	August 23, 2016	Buy	32,602	$	409.89		N/A		N/A	OTC Equity Forward	August 23, 2018
Pershing Square International, Ltd.	August 23, 2016	Sell to Open	3,064	$	0.40	$	396.20	$	1,226	OTC Put Option	August 24, 2016
Pershing Square International, Ltd.	August 23, 2016	Sell to Open	3,064	$	0.40	$	396.40	$	1,226	OTC Put Option	August 24, 2016
Pershing Square International, Ltd.	August 23, 2016	Sell to Open	3,064	$	0.40	$	398.37	$	1,226	OTC Put Option	August 24, 2016
Pershing Square International, Ltd.	August 23, 2016	Sell to Open	6,128	$	0.40	$	398.36	$	2,451	OTC Put Option	August 24, 2016
Pershing Square International, Ltd.	August 23, 2016	Sell to Open	9,193	$	0.40	$	398.04	$	3,677	OTC Put Option	August 24, 2016
Pershing Square International, Ltd.	August 24, 2016	Buy	57,196	$	417.41		N/A		N/A	OTC Equity Forward	August 24, 2018
Pershing Square International, Ltd.	August 24, 2016	Sell to Open	37	$	1.65	$	400.00	$	6,091	Listed Put Option	August 26, 2016
Pershing Square International, Ltd.	August 24, 2016	Sell to Open	47	$	2.51	$	402.50	$	11,804	Listed Put Option	August 26, 2016
Pershing Square International, Ltd.	August 24, 2016	Sell to Open	46	$	3.58	$	405.00	$	16,475	Listed Put Option	August 26, 2016
Pershing Square International, Ltd.	August 25, 2016	Buy	45,449	$	427.01		N/A		N/A	OTC Equity Forward	August 27, 2018
Pershing Square International, Ltd.	August 25, 2016	Sell to Open	5	$	2.49	$	402.50	$	1,245	Listed Put Option	August 26, 2016
Pershing Square International, Ltd.	August 25, 2016	Sell to Open	6	$	2.36	$	405.00	$	1,419	Listed Put Option	August 26, 2016
Pershing Square International, Ltd.	August 25, 2016	Sell to Open	19	$	1.30	$	410.00	$	2,474	Listed Put Option	August 26, 2016
Pershing Square International, Ltd.	August 25, 2016	Sell to Open	23	$	2.06	$	412.50	$	4,737	Listed Put Option	August 26, 2016
Pershing Square International, Ltd.	August 25, 2016	Sell to Open	23	$	2.62	$	415.00	$	6,025	Listed Put Option	August 26, 2016
Pershing Square International, Ltd.	August 26, 2016	Buy	32,154	$	430.79		N/A		N/A	OTC Equity Forward	August 27, 2018
Pershing Square International, Ltd.	August 26, 2016	Sell to Open	18	$	1.46	$	415.00	$	2,636	Listed Put Option	August 26, 2016
Pershing Square International, Ltd.	August 26, 2016	Sell to Open	14	$	1.81	$	417.50	$	2,529	Listed Put Option	August 26, 2016
Pershing Square International, Ltd.	August 29, 2016	Buy	44,748	$	437.72		N/A		N/A	OTC Equity Forward	August 29, 2018
Pershing Square International, Ltd.	August 29, 2016	Sell to Open	43	$	2.29	$	415.00	$	9,861	Listed Put Option	September 2, 2016
Pershing Square International, Ltd.	August 30, 2016	Buy	42,888	$	430.78		N/A		N/A	OTC Equity Forward	August 30, 2018
Pershing Square International, Ltd.	August 30, 2016	Sell to Open	16	$	2.45	$	410.00	$	3,919	Listed Put Option	September 2, 2016
Pershing Square International, Ltd.	August 30, 2016	Sell to Open	34	$	3.76	$	412.50	$	12,773	Listed Put Option	September 2, 2016
Pershing Square International, Ltd.	August 30, 2016	Sell to Open	52	$	3.57	$	415.00	$	18,562	Listed Put Option	September 2, 2016
Pershing Square International, Ltd.	August 31, 2016	Buy	41,378	$	429.09		N/A		N/A	OTC Equity Forward	August 31, 2018
Pershing Square International, Ltd.	August 31, 2016	Sell to Open	7	$	2.64	$	410.00	$	1,845	Listed Put Option	September 2, 2016
Pershing Square International, Ltd.	August 31, 2016	Sell to Open	12	$	3.41	$	412.50	$	4,098	Listed Put Option	September 2, 2016
Pershing Square International, Ltd.	August 31, 2016	Sell to Open	37	$	3.27	$	415.00	$	12,110	Listed Put Option	September 2, 2016
Pershing Square International, Ltd.	September 1, 2016	Buy	40,899	$	428.27		N/A		N/A	OTC Equity Forward	September 4, 2018
Pershing Square International, Ltd.	September 1, 2016	Sell to Open	16	$	2.05	$	410.00	$	3,279	Listed Put Option	September 2, 2016
Pershing Square International, Ltd.	September 1, 2016	Sell to Open	35	$	2.50	$	412.50	$	8,759	Listed Put Option	September 2, 2016
Pershing Square International, Ltd.	September 2, 2016	Buy	34,833	$	424.32		N/A		N/A	OTC Equity Forward	September 4, 2018
Pershing Square International, Ltd.	September 2, 2016	Sell to Open	92	$	1.30	$	410.00	$	11,918	Listed Put Option	September 2, 2016


Pershing Square International, Ltd.	September 2, 2016	Sell to Open	43	$	2.07	$	412.50	$	8,916	Listed Put Option	September 2, 2016
Pershing Square International, Ltd.	September 2, 2016	Sell to Open	15	$	3.41	$	415.00	$	5,114	Listed Put Option	September 2, 2016
Pershing Square International, Ltd.	September 2, 2016	Assign Buy	13,100	$	410.01		N/A	$	5,371,100	Common Stock	N/A
Pershing Square International, Ltd.	September 2, 2016	Assign Buy	12,400	$	412.51		N/A	$	5,115,100	Common Stock	N/A
Pershing Square International, Ltd.	September 2, 2016	Assign Buy	14,700	$	415.01		N/A	$	6,100,600	Common Stock	N/A
Pershing Square International, Ltd.	September 6, 2016	Buy	19,769	$	424.93		N/A		N/A	OTC Equity Forward	September 6, 2018
Pershing Square International, Ltd.	September 6, 2016	Buy	38,511	$	414.03		N/A	$	15,944,833	Common Stock	N/A

Pershing Square, L.P.	July 15, 2016	Sell to Open	79	$	5.81	$	372.50	$	45,916	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 15, 2016	Sell to Open	99	$	5.83	$	375.00	$	57,734	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 15, 2016	Sell to Open	237	$	7.00	$	377.50	$	165,839	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 18, 2016	Sell to Open	86	$	4.59	$	372.50	$	39,470	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 18, 2016	Sell to Open	226	$	3.91	$	375.00	$	88,344	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 18, 2016	Sell to Open	214	$	5.65	$	377.50	$	120,828	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 18, 2016	Sell to Open	71	$	4.67	$	382.50	$	33,164	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 18, 2016	Sell to Open	213	$	5.12	$	385.00	$	109,086	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 21, 2016	Buy to Close	165	$	2.37	$	372.50	$	39,183	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 21, 2016	Buy to Close	325	$	2.68	$	375.00	$	87,045	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 21, 2016	Buy to Close	451	$	3.17	$	377.50	$	143,125	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 21, 2016	Buy to Close	71	$	4.28	$	382.50	$	30,370	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 21, 2016	Buy to Close	213	$	4.44	$	385.00	$	94,623	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 21, 2016	Buy to Open	16	$	4.21	$	382.50	$	6,737	Listed Put Option	July 22, 2016
Pershing Square, L.P.	July 21, 2016	Sell to Close	16	$	3.89	$	382.50	$	6,223	Listed Put Option	July 22, 2016
Pershing Square, L.P.	August 4, 2016	Buy	21,216	$	397.00		N/A	$	8,422,816	Common Stock	N/A
Pershing Square, L.P.	August 5, 2016	Buy	32,333	$	400.09		N/A	$	12,936,249	Common Stock	N/A
Pershing Square, L.P.	August 5, 2016	Sell to Open	25	$	1.18	$	400.00	$	2,940	Listed Put Option	August 5, 2016
Pershing Square, L.P.	August 8, 2016	Buy	26,644	$	400.99		N/A	$	10,684,060	Common Stock	N/A
Pershing Square, L.P.	August 8, 2016	Sell to Open	39	$	3.14	$	397.50	$	12,256	Listed Put Option	August 12, 2016
Pershing Square, L.P.	August 8, 2016	Sell to Open	153	$	4.21	$	400.00	$	64,462	Listed Put Option	August 12, 2016
Pershing Square, L.P.	August 9, 2016	Buy	4,657	$	401.00		N/A	$	1,867,475	Common Stock	N/A
Pershing Square, L.P.	August 9, 2016	Sell to Open	58	$	2.99	$	400.00	$	17,331	Listed Put Option	August 12, 2016
Pershing Square, L.P.	August 10, 2016	Buy	5,117	$	407.99		N/A		N/A	OTC Equity Forward	August 10, 2018
Pershing Square, L.P.	August 11, 2016	Buy	24,404	$	410.46		N/A		N/A	OTC Equity Forward	August 13, 2018
Pershing Square, L.P.	August 12, 2016	Assign Buy	3,900	$	397.51		N/A	$	1,550,289	Common Stock	N/A
Pershing Square, L.P.	August 12, 2016	Assign Buy	21,100	$	400.00		N/A	$	8,440,100	Common Stock	N/A
Pershing Square, L.P.	August 12, 2016	Buy	35,623	$	410.27		N/A		N/A	OTC Equity Forward	August 13, 2018
Pershing Square, L.P.	August 15, 2016	Buy	15,540	$	409.79		N/A		N/A	OTC Equity Forward	August 15, 2018


Pershing Square, L.P.	August 16, 2016	Buy	6,589	$	414.01		N/A		N/A	OTC Equity Forward	August 16, 2018
Pershing Square, L.P.	August 16, 2016	Sell to Open	5,273	$	3.10	$	400.00	$	16,346	OTC Put Option	August 19, 2016
Pershing Square, L.P.	August 17, 2016	Buy	18,938	$	411.10		N/A		N/A	OTC Equity Forward	August 17, 2018
Pershing Square, L.P.	August 17, 2016	Sell to Open	21,089	$	2.18	$	397.50	$	46,000	OTC Put Option	August 19, 2016
Pershing Square, L.P.	August 17, 2016	Sell to Open	18,453	$	2.03	$	395.00	$	37,433	OTC Put Option	August 19, 2016
Pershing Square, L.P.	August 18, 2016	Buy	32,429	$	407.62		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square, L.P.	August 19, 2016	Buy	42,201	$	403.49		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square, L.P.	August 19, 2016	Assign Buy	5,273	$	413.44		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square, L.P.	August 19, 2016	Assign Buy	21,089	$	410.86		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square, L.P.	August 19, 2016	Assign Buy	18,453	$	408.27		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square, L.P.	August 22, 2016	Buy	19,485	$	408.33		N/A		N/A	OTC Equity Forward	August 22, 2018
Pershing Square, L.P.	August 23, 2016	Buy	28,121	$	409.89		N/A		N/A	OTC Equity Forward	August 23, 2018
Pershing Square, L.P.	August 23, 2016	Sell to Open	2,637	$	0.40	$	396.20	$	1,055	OTC Put Option	August 24, 2016
Pershing Square, L.P.	August 23, 2016	Sell to Open	2,637	$	0.40	$	396.40	$	1,055	OTC Put Option	August 24, 2016
Pershing Square, L.P.	August 23, 2016	Sell to Open	2,637	$	0.40	$	398.37	$	1,055	OTC Put Option	August 24, 2016
Pershing Square, L.P.	August 23, 2016	Sell to Open	5,274	$	0.40	$	398.36	$	2,110	OTC Put Option	August 24, 2016
Pershing Square, L.P.	August 23, 2016	Sell to Open	7,911	$	0.40	$	398.04	$	3,164	OTC Put Option	August 24, 2016
Pershing Square, L.P.	August 24, 2016	Buy	49,466	$	417.41		N/A		N/A	OTC Equity Forward	August 24, 2018
Pershing Square, L.P.	August 24, 2016	Sell to Open	32	$	1.65	$	400.00	$	5,268	Listed Put Option	August 26, 2016
Pershing Square, L.P.	August 24, 2016	Sell to Open	40	$	2.51	$	402.50	$	10,046	Listed Put Option	August 26, 2016
Pershing Square, L.P.	August 24, 2016	Sell to Open	40	$	3.58	$	405.00	$	14,326	Listed Put Option	August 26, 2016
Pershing Square, L.P.	August 25, 2016	Buy	38,832	$	427.01		N/A		N/A	OTC Equity Forward	August 27, 2018
Pershing Square, L.P.	August 25, 2016	Sell to Open	4	$	2.49	$	402.50	$	996	Listed Put Option	August 26, 2016
Pershing Square, L.P.	August 25, 2016	Sell to Open	5	$	2.36	$	405.00	$	1,182	Listed Put Option	August 26, 2016
Pershing Square, L.P.	August 25, 2016	Sell to Open	16	$	1.30	$	410.00	$	2,083	Listed Put Option	August 26, 2016
Pershing Square, L.P.	August 25, 2016	Sell to Open	20	$	2.06	$	412.50	$	4,119	Listed Put Option	August 26, 2016
Pershing Square, L.P.	August 25, 2016	Sell to Open	20	$	2.62	$	415.00	$	5,239	Listed Put Option	August 26, 2016
Pershing Square, L.P.	August 26, 2016	Buy	27,831	$	430.79		N/A		N/A	OTC Equity Forward	August 27, 2018
Pershing Square, L.P.	August 26, 2016	Sell to Open	16	$	1.46	$	415.00	$	2,343	Listed Put Option	August 26, 2016
Pershing Square, L.P.	August 26, 2016	Sell to Open	12	$	1.81	$	417.50	$	2,168	Listed Put Option	August 26, 2016
Pershing Square, L.P.	August 29, 2016	Buy	38,618	$	437.72		N/A		N/A	OTC Equity Forward	August 29, 2018
Pershing Square, L.P.	August 29, 2016	Sell to Open	37	$	2.29	$	415.00	$	8,485	Listed Put Option	September 2, 2016
Pershing Square, L.P.	August 30, 2016	Buy	37,079	$	430.78		N/A		N/A	OTC Equity Forward	August 30, 2018
Pershing Square, L.P.	August 30, 2016	Sell to Open	45	$	3.57	$	415.00	$	16,063	Listed Put Option	September 2, 2016
Pershing Square, L.P.	August 30, 2016	Sell to Open	29	$	3.76	$	412.50	$	10,895	Listed Put Option	September 2, 2016
Pershing Square, L.P.	August 30, 2016	Sell to Open	13	$	2.45	$	410.00	$	3,184	Listed Put Option	September 2, 2016
Pershing Square, L.P.	August 31, 2016	Buy	35,896	$	429.09		N/A		N/A	OTC Equity Forward	August 31, 2018
Pershing Square, L.P.	August 31, 2016	Sell to Open	6	$	2.64	$	410.00	$	1,581	Listed Put Option	September 2, 2016


Pershing Square, L.P.	August 31, 2016	Sell to Open	11	$	3.41	$	412.50	$	3,756	Listed Put Option	September 2, 2016
Pershing Square, L.P.	August 31, 2016	Sell to Open	31	$	3.27	$	415.00	$	10,146	Listed Put Option	September 2, 2016
Pershing Square, L.P.	September 1, 2016	Buy	35,118	$	428.27		N/A		N/A	OTC Equity Forward	September 4, 2018
Pershing Square, L.P.	September 1, 2016	Sell to Open	14	$	2.05	$	410.00	$	2,869	Listed Put Option	September 2, 2016
Pershing Square, L.P.	September 1, 2016	Sell to Open	30	$	2.50	$	412.50	$	7,508	Listed Put Option	September 2, 2016
Pershing Square, L.P.	September 2, 2016	Buy	30,168	$	424.32		N/A		N/A	OTC Equity Forward	September 4, 2018
Pershing Square, L.P.	September 2, 2016	Sell to Open	79	$	1.30	$	410.00	$	10,234	Listed Put Option	September 2, 2016
Pershing Square, L.P.	September 2, 2016	Sell to Open	37	$	2.07	$	412.50	$	7,672	Listed Put Option	September 2, 2016
Pershing Square, L.P.	September 2, 2016	Sell to Open	14	$	3.41	$	415.00	$	4,773	Listed Put Option	September 2, 2016
Pershing Square, L.P.	September 2, 2016	Assign Buy	11,200	$	410.01		N/A	$	4,592,100	Common Stock	N/A
Pershing Square, L.P.	September 2, 2016	Assign Buy	10,700	$	412.51		N/A	$	4,413,850	Common Stock	N/A
Pershing Square, L.P.	September 2, 2016	Assign Buy	12,700	$	415.01		N/A	$	5,270,600	Common Stock	N/A
Pershing Square, L.P.	September 6, 2016	Buy	32,322	$	424.93		N/A		N/A	OTC Equity Forward	September 6, 2018
Pershing Square, L.P.	September 6, 2016	Buy	18,034	$	414.03		N/A	$	7,466,675	Common Stock	N/A

Pershing Square II, L.P.	July 15, 2016	Sell to Open	2	$	5.81	$	372.50	$	1,162	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 15, 2016	Sell to Open	3	$	5.83	$	375.00	$	1,750	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 15, 2016	Sell to Open	6	$	7.00	$	377.50	$	4,198	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 18, 2016	Sell to Open	3	$	4.59	$	372.50	$	1,377	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 18, 2016	Sell to Open	7	$	3.91	$	375.00	$	2,736	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 18, 2016	Sell to Open	4	$	5.65	$	377.50	$	2,258	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 18, 2016	Sell to Open	2	$	4.67	$	382.50	$	934	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 18, 2016	Sell to Open	5	$	5.12	$	385.00	$	2,561	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 21, 2016	Buy to Close	5	$	2.37	$	372.50	$	1,187	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 21, 2016	Buy to Close	10	$	2.68	$	375.00	$	2,678	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 21, 2016	Buy to Close	10	$	3.17	$	377.50	$	3,174	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 21, 2016	Buy to Close	2	$	4.28	$	382.50	$	855	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 21, 2016	Buy to Close	5	$	4.44	$	385.00	$	2,221	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 21, 2016	Buy to Open	1	$	4.21	$	382.50	$	421	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	July 21, 2016	Sell to Close	1	$	3.89	$	382.50	$	389	Listed Put Option	July 22, 2016
Pershing Square II, L.P.	August 4, 2016	Buy	566	$	397.00		N/A	$	224,704	Common Stock	N/A
Pershing Square II, L.P.	August 5, 2016	Buy	871	$	400.09		N/A	$	348,482	Common Stock	N/A
Pershing Square II, L.P.	August 5, 2016	Sell to Open	1	$	1.18	$	400.00	$	118	Listed Put Option	August 5, 2016
Pershing Square II, L.P.	August 8, 2016	Buy	712	$	400.99		N/A	$	285,507	Common Stock	N/A
Pershing Square II, L.P.	August 8, 2016	Sell to Open	1	$	3.14	$	397.50	$	314	Listed Put Option	August 12, 2016
Pershing Square II, L.P.	August 8, 2016	Sell to Open	4	$	4.21	$	400.00	$	1,685	Listed Put Option	August 12, 2016
Pershing Square II, L.P.	August 9, 2016	Buy	127	$	401.00		N/A	$	50,928	Common Stock	N/A


Pershing Square II, L.P.	August 9, 2016	Sell to Open	3	$	2.99	$	400.00	$	896	Listed Put Option	August 12, 2016
Pershing Square II, L.P.	August 10, 2016	Buy	3	$	407.99		N/A		N/A	OTC Equity Forward	August 10, 2018
Pershing Square II, L.P.	August 11, 2016	Buy	704	$	410.46		N/A		N/A	OTC Equity Forward	August 13, 2018
Pershing Square II, L.P.	August 12, 2016	Assign Buy	100	$	397.51		N/A	$	39,751	Common Stock	N/A
Pershing Square II, L.P.	August 12, 2016	Assign Buy	700	$	400.01		N/A	$	280,007	Common Stock	N/A
Pershing Square II, L.P.	August 12, 2016	Buy	907	$	410.27		N/A		N/A	OTC Equity Forward	August 13, 2018
Pershing Square II, L.P.	August 15, 2016	Buy	416	$	409.79		N/A		N/A	OTC Equity Forward	August 15, 2018
Pershing Square II, L.P.	August 16, 2016	Buy	178	$	414.01		N/A		N/A	OTC Equity Forward	August 16, 2018
Pershing Square II, L.P.	August 16, 2016	Sell to Open	141	$	3.10	$	400.00	$	437	OTC Put Option	August 19, 2016
Pershing Square II, L.P.	August 17, 2016	Buy	508	$	411.10		N/A		N/A	OTC Equity Forward	August 17, 2018
Pershing Square II, L.P.	August 17, 2016	Sell to Open	565	$	2.18	$	397.50	$	1,232	OTC Put Option	August 19, 2016
Pershing Square II, L.P.	August 17, 2016	Sell to Open	495	$	2.03	$	395.00	$	1,004	OTC Put Option	August 19, 2016
Pershing Square II, L.P.	August 18, 2016	Buy	871	$	407.62		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square II, L.P.	August 19, 2016	Buy	1,132	$	403.49		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square II, L.P.	August 19, 2016	Assign Buy	141	$	413.44		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square II, L.P.	August 19, 2016	Assign Buy	565	$	410.86		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square II, L.P.	August 19, 2016	Assign Buy	495	$	408.27		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square II, L.P.	August 22, 2016	Buy	523	$	408.33		N/A		N/A	OTC Equity Forward	August 22, 2018
Pershing Square II, L.P.	August 23, 2016	Buy	751	$	409.89		N/A		N/A	OTC Equity Forward	August 23, 2018
Pershing Square II, L.P.	August 23, 2016	Sell to Open	71	$	0.40	$	396.20	$	28	OTC Put Option	August 24, 2016
Pershing Square II, L.P.	August 23, 2016	Sell to Open	71	$	0.40	$	396.40	$	28	OTC Put Option	August 24, 2016
Pershing Square II, L.P.	August 23, 2016	Sell to Open	71	$	0.40	$	398.37	$	28	OTC Put Option	August 24, 2016
Pershing Square II, L.P.	August 23, 2016	Sell to Open	141	$	0.40	$	398.36	$	56	OTC Put Option	August 24, 2016
Pershing Square II, L.P.	August 23, 2016	Sell to Open	212	$	0.40	$	398.04	$	85	OTC Put Option	August 24, 2016
Pershing Square II, L.P.	August 24, 2016	Buy	1,321	$	417.41		N/A		N/A	OTC Equity Forward	August 24, 2018
Pershing Square II, L.P.	August 24, 2016	Sell to Open	1	$	1.65	$	400.00	$	165	Listed Put Option	August 26, 2016
Pershing Square II, L.P.	August 24, 2016	Sell to Open	1	$	2.51	$	402.50	$	251	Listed Put Option	August 26, 2016
Pershing Square II, L.P.	August 24, 2016	Sell to Open	1	$	3.58	$	405.00	$	358	Listed Put Option	August 26, 2016
Pershing Square II, L.P.	August 25, 2016	Buy	1,047	$	427.01		N/A		N/A	OTC Equity Forward	August 27, 2018
Pershing Square II, L.P.	August 25, 2016	Sell to Open	1	$	2.06	$	412.50	$	206	Listed Put Option	August 26, 2016
Pershing Square II, L.P.	August 25, 2016	Sell to Open	1	$	2.62	$	415.00	$	262	Listed Put Option	August 26, 2016
Pershing Square II, L.P.	August 26, 2016	Buy	742	$	430.79		N/A		N/A	OTC Equity Forward	August 27, 2018
Pershing Square II, L.P.	August 26, 2016	Sell to Open	1	$	1.46	$	415.00	$	146	Listed Put Option	August 26, 2016
Pershing Square II, L.P.	August 29, 2016	Buy	1,035	$	437.72		N/A		N/A	OTC Equity Forward	August 29, 2018
Pershing Square II, L.P.	August 29, 2016	Sell to Open	1	$	2.29	$	415.00	$	229	Listed Put Option	September 2, 2016
Pershing Square II, L.P.	August 30, 2016	Buy	992	$	430.78		N/A		N/A	OTC Equity Forward	August 30, 2018
Pershing Square II, L.P.	August 30, 2016	Sell to Open	1	$	3.57	$	415.00	$	357	Listed Put Option	September 2, 2016
Pershing Square II, L.P.	August 30, 2016	Sell to Open	1	$	3.76	$	412.50	$	376	Listed Put Option	September 2, 2016


Pershing Square II, L.P.	August 31, 2016	Buy	954	$	429.09		N/A		N/A	OTC Equity Forward	August 31, 2018
Pershing Square II, L.P.	August 31, 2016	Sell to Open	1	$	3.27	$	415.00	$	327	Listed Put Option	September 2, 2016
Pershing Square II, L.P.	September 1, 2016	Buy	941	$	428.27		N/A		N/A	OTC Equity Forward	September 4, 2018
Pershing Square II, L.P.	September 1, 2016	Sell to Open	1	$	2.50	$	412.50	$	250	Listed Put Option	September 2, 2016
Pershing Square II, L.P.	September 2, 2016	Buy	934	$	424.32		N/A		N/A	OTC Equity Forward	September 4, 2018
Pershing Square II, L.P.	September 2, 2016	Sell to Open	2	$	1.30	$	410.00	$	259	Listed Put Option	September 2, 2016
Pershing Square II, L.P.	September 2, 2016	Sell to Open	1	$	2.07	$	412.50	$	207	Listed Put Option	September 2, 2016
Pershing Square II, L.P.	September 2, 2016	Assign Buy	200	$	410.01		N/A	$	82,002	Common Stock	N/A
Pershing Square II, L.P.	September 2, 2016	Assign Buy	300	$	412.51		N/A	$	123,753	Common Stock	N/A
Pershing Square II, L.P.	September 2, 2016	Assign Buy	300	$	415.01		N/A	$	124,503	Common Stock	N/A
Pershing Square II, L.P.	September 6, 2016	Buy	871	$	424.93		N/A		N/A	OTC Equity Forward	September 6, 2018
Pershing Square II, L.P.	September 6, 2016	Buy	475	$	414.03		N/A	$	196,666	Common Stock	N/A

Pershing Square Holdings, Ltd.	July 15, 2016	Sell to Open	127	$	5.81	$	372.50	$	73,815	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 15, 2016	Sell to Open	160	$	5.83	$	375.00	$	93,307	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 15, 2016	Sell to Open	381	$	7.00	$	377.50	$	266,603	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 18, 2016	Sell to Open	38	$	4.59	$	372.50	$	17,440	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 18, 2016	Sell to Open	82	$	3.91	$	375.00	$	32,054	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 18, 2016	Sell to Open	153	$	5.65	$	377.50	$	86,386	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 18, 2016	Sell to Open	71	$	4.67	$	382.50	$	33,164	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 18, 2016	Sell to Open	213	$	5.12	$	385.00	$	109,086	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 21, 2016	Buy to Close	165	$	2.37	$	372.50	$	39,183	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 21, 2016	Buy to Close	242	$	2.68	$	375.00	$	64,815	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 21, 2016	Buy to Close	534	$	3.17	$	377.50	$	169,465	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 21, 2016	Buy to Close	71	$	4.28	$	382.50	$	30,370	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 21, 2016	Buy to Close	213	$	4.44	$	385.00	$	94,623	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 21, 2016	Buy to Open	17	$	4.21	$	382.50	$	7,158	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	July 21, 2016	Sell to Close	17	$	3.89	$	382.50	$	6,612	Listed Put Option	July 22, 2016
Pershing Square Holdings, Ltd.	August 4, 2016	Buy	21,221	$	397.00		N/A	$	8,424,801	Common Stock	N/A
Pershing Square Holdings, Ltd.	August 5, 2016	Buy	32,327	$	400.09		N/A	$	12,933,848	Common Stock	N/A
Pershing Square Holdings, Ltd.	August 5, 2016	Sell to Open	26	$	1.18	$	400.00	$	3,057	Listed Put Option	August 5, 2016
Pershing Square Holdings, Ltd.	August 8, 2016	Buy	26,651	$	400.99		N/A	$	10,686,867	Common Stock	N/A
Pershing Square Holdings, Ltd.	August 8, 2016	Sell to Open	38	$	3.14	$	397.50	$	11,942	Listed Put Option	August 12, 2016
Pershing Square Holdings, Ltd.	August 8, 2016	Sell to Open	154	$	4.21	$	400.00	$	64,883	Listed Put Option	August 12, 2016
Pershing Square Holdings, Ltd.	August 9, 2016	Buy	4,653	$	401.00		N/A	$	1,865,871	Common Stock	N/A
Pershing Square Holdings, Ltd.	August 9, 2016	Sell to Open	58	$	2.99	$	400.00	$	17,331	Listed Put Option	August 12, 2016


Pershing Square Holdings, Ltd.	August 10, 2016	Buy	74,308	$	407.99		N/A		N/A	OTC Equity Forward	August 10, 2018
Pershing Square Holdings, Ltd.	August 11, 2016	Buy	33,106	$	410.46		N/A		N/A	OTC Equity Forward	August 13, 2018
Pershing Square Holdings, Ltd.	August 12, 2016	Assign Buy	3,800	$	397.51		N/A	$	1,510,538	Common Stock	N/A
Pershing Square Holdings, Ltd.	August 12, 2016	Assign Buy	21,200	$	400.00		N/A	$	8,480,100	Common Stock	N/A
Pershing Square Holdings, Ltd.	August 12, 2016	Buy	63,372	$	410.27		N/A		N/A	OTC Equity Forward	August 13, 2018
Pershing Square Holdings, Ltd.	August 15, 2016	Buy	24,947	$	409.79		N/A		N/A	OTC Equity Forward	August 15, 2018
Pershing Square Holdings, Ltd.	August 16, 2016	Buy	10,587	$	414.01		N/A		N/A	OTC Equity Forward	August 16, 2018
Pershing Square Holdings, Ltd.	August 16, 2016	Sell to Open	8,459	$	3.10	$	400.00	$	26,223	OTC Put Option	August 19, 2016
Pershing Square Holdings, Ltd.	August 17, 2016	Buy	30,515	$	411.10		N/A		N/A	OTC Equity Forward	August 17, 2018
Pershing Square Holdings, Ltd.	August 17, 2016	Sell to Open	33,838	$	2.18	$	397.50	$	73,809	OTC Put Option	August 19, 2016
Pershing Square Holdings, Ltd.	August 17, 2016	Sell to Open	29,608	$	2.03	$	395.00	$	60,062	OTC Put Option	August 19, 2016
Pershing Square Holdings, Ltd.	August 18, 2016	Buy	52,010	$	407.62		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square Holdings, Ltd.	August 19, 2016	Buy	67,706	$	403.49		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square Holdings, Ltd.	August 19, 2016	Assign Buy	8,459	$	413.44		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square Holdings, Ltd.	August 19, 2016	Assign Buy	33,838	$	410.86		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square Holdings, Ltd.	August 19, 2016	Assign Buy	29,608	$	408.27		N/A		N/A	OTC Equity Forward	August 20, 2018
Pershing Square Holdings, Ltd.	August 22, 2016	Buy	31,220	$	408.33		N/A		N/A	OTC Equity Forward	August 22, 2018
Pershing Square Holdings, Ltd.	August 23, 2016	Buy	44,776	$	409.89		N/A		N/A	OTC Equity Forward	August 23, 2018
Pershing Square Holdings, Ltd.	August 23, 2016	Sell to Open	4,228	$	0.40	$	396.20	$	1,691	OTC Put Option	August 24, 2016
Pershing Square Holdings, Ltd.	August 23, 2016	Sell to Open	4,228	$	0.40	$	396.40	$	1,691	OTC Put Option	August 24, 2016
Pershing Square Holdings, Ltd.	August 23, 2016	Sell to Open	4,228	$	0.40	$	398.37	$	1,691	OTC Put Option	August 24, 2016
Pershing Square Holdings, Ltd.	August 23, 2016	Sell to Open	8,457	$	0.40	$	398.36	$	3,383	OTC Put Option	August 24, 2016
Pershing Square Holdings, Ltd.	August 23, 2016	Sell to Open	12,684	$	0.40	$	398.04	$	5,074	OTC Put Option	August 24, 2016
Pershing Square Holdings, Ltd.	August 24, 2016	Buy	79,017	$	417.41		N/A		N/A	OTC Equity Forward	August 24, 2018
Pershing Square Holdings, Ltd.	August 24, 2016	Sell to Open	50	$	1.65	$	400.00	$	8,231	Listed Put Option	August 26, 2016
Pershing Square Holdings, Ltd.	August 24, 2016	Sell to Open	65	$	2.51	$	402.50	$	16,324	Listed Put Option	August 26, 2016
Pershing Square Holdings, Ltd.	August 24, 2016	Sell to Open	63	$	3.58	$	405.00	$	22,564	Listed Put Option	August 26, 2016
Pershing Square Holdings, Ltd.	August 25, 2016	Buy	62,672	$	427.01		N/A		N/A	OTC Equity Forward	August 27, 2018
Pershing Square Holdings, Ltd.	August 25, 2016	Sell to Open	6	$	2.49	$	402.50	$	1,494	Listed Put Option	August 26, 2016
Pershing Square Holdings, Ltd.	August 25, 2016	Sell to Open	9	$	2.36	$	405.00	$	2,128	Listed Put Option	August 26, 2016
Pershing Square Holdings, Ltd.	August 25, 2016	Sell to Open	25	$	1.30	$	410.00	$	3,255	Listed Put Option	August 26, 2016
Pershing Square Holdings, Ltd.	August 25, 2016	Sell to Open	31	$	2.06	$	412.50	$	6,385	Listed Put Option	August 26, 2016
Pershing Square Holdings, Ltd.	August 25, 2016	Sell to Open	31	$	2.62	$	415.00	$	8,121	Listed Put Option	August 26, 2016
Pershing Square Holdings, Ltd.	August 26, 2016	Buy	44,273	$	430.79		N/A		N/A	OTC Equity Forward	August 27, 2018
Pershing Square Holdings, Ltd.	August 26, 2016	Sell to Open	25	$	1.46	$	415.00	$	3,661	Listed Put Option	August 26, 2016
Pershing Square Holdings, Ltd.	August 26, 2016	Sell to Open	19	$	1.81	$	417.50	$	3,432	Listed Put Option	August 26, 2016
Pershing Square Holdings, Ltd.	August 29, 2016	Buy	61,599	$	437.72		N/A		N/A	OTC Equity Forward	August 29, 2018
Pershing Square Holdings, Ltd.	August 29, 2016	Sell to Open	59	$	2.29	$	415.00	$	13,530	Listed Put Option	September 2, 2016


Pershing Square Holdings, Ltd.	August 30, 2016	Buy	59,041	$	430.78		N/A		N/A	OTC Equity Forward	August 30, 2018
Pershing Square Holdings, Ltd.	August 30, 2016	Sell to Open	72	$	3.57	$	415.00	$	25,701	Listed Put Option	September 2, 2016
Pershing Square Holdings, Ltd.	August 30, 2016	Sell to Open	46	$	3.76	$	412.50	$	17,282	Listed Put Option	September 2, 2016
Pershing Square Holdings, Ltd.	August 30, 2016	Sell to Open	21	$	2.45	$	410.00	$	5,144	Listed Put Option	September 2, 2016
Pershing Square Holdings, Ltd.	August 31, 2016	Buy	56,772	$	429.09		N/A		N/A	OTC Equity Forward	August 31, 2018
Pershing Square Holdings, Ltd.	August 31, 2016	Sell to Open	9	$	2.64	$	410.00	$	2,372	Listed Put Option	September 2, 2016
Pershing Square Holdings, Ltd.	August 31, 2016	Sell to Open	17	$	3.41	$	412.50	$	5,805	Listed Put Option	September 2, 2016
Pershing Square Holdings, Ltd.	August 31, 2016	Sell to Open	51	$	3.27	$	415.00	$	16,692	Listed Put Option	September 2, 2016
Pershing Square Holdings, Ltd.	September 1, 2016	Buy	56,042	$	428.27		N/A		N/A	OTC Equity Forward	September 4, 2018
Pershing Square Holdings, Ltd.	September 1, 2016	Sell to Open	22	$	2.05	$	410.00	$	4,508	Listed Put Option	September 2, 2016
Pershing Square Holdings, Ltd.	September 1, 2016	Sell to Open	49	$	2.50	$	412.50	$	12,263	Listed Put Option	September 2, 2016
Pershing Square Holdings, Ltd.	September 2, 2016	Buy	48,065	$	424.32		N/A		N/A	OTC Equity Forward	September 4, 2018
Pershing Square Holdings, Ltd.	September 2, 2016	Sell to Open	127	$	1.30	$	410.00	$	16,451	Listed Put Option	September 2, 2016
Pershing Square Holdings, Ltd.	September 2, 2016	Sell to Open	59	$	2.07	$	412.50	$	12,234	Listed Put Option	September 2, 2016
Pershing Square Holdings, Ltd.	September 2, 2016	Sell to Open	21	$	3.41	$	415.00	$	7,160	Listed Put Option	September 2, 2016
Pershing Square Holdings, Ltd.	September 2, 2016	Assign Buy	17,900	$	410.01		N/A	$	7,339,100	Common Stock	N/A
Pershing Square Holdings, Ltd.	September 2, 2016	Assign Buy	17,100	$	412.51		N/A	$	7,053,850	Common Stock	N/A
Pershing Square Holdings, Ltd.	September 2, 2016	Assign Buy	20,300	$	415.00		N/A	$	8,424,600	Common Stock	N/A
Pershing Square Holdings, Ltd.	September 6, 2016	Buy	47,038	$	424.93		N/A		N/A	OTC Equity Forward	September 6, 2018
Pershing Square Holdings, Ltd.	September 6, 2016	Buy	33,665	$	414.03		N/A	$	13,938,428	Common Stock	N/A

Exhibit 99.3

LOGO

UBS AG

1 Finsbury Avenue

London

England

EC2M 2PP

+ 44 207 568 7881

+ 44 207 568 9895/9896


To:		[PERSHING SQUARE FUNDS]
Attention:		c/o Pershing Square Capital Management, L.P.
		888 Seventh Avenue, 42nd Floor
		New York, NY 10019

From:		UBS AG, London Branch
Attention:		Dushyant Chadha, Lee Frankenfield, Gordon Kiesling

Date:		August 10, 2016

SHARE FORWARD MASTER CONFIRMATION

Dear Sir/Madam:

The purpose of this Share Forward Master Confirmation (this “Master Confirmation”) is to set forth the general terms and conditions of one or more Transactions (each a “Transaction”) that may be entered into between you (“Counterparty”) and us (“Dealer”) on the Trade Date specified in a Supplemental Confirmation, each substantially in the form of Schedule A hereto, confirming the specific terms and conditions of a particular Transaction (each a “Supplemental Confirmation”). Each Transaction, if executed, will be a Forward, the terms of which are specified in the Master Confirmation as supplemented by the Supplemental Confirmation (together, the “Confirmation”). The entry into this Master Confirmation does not obligate either party to enter into any Transaction.

This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. This Confirmation hereby incorporates by reference the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”) and the 2006 ISDA Definitions (the “Swap Definitions”), each as published by the International Swaps and Derivatives Association, Inc. In the event of any inconsistency between the Equity Definitions and the Swap Definitions, the Equity Definitions will govern. In the event of any inconsistency between either the Equity Definitions or the Swap Definitions and this Confirmation, this Confirmation will govern. For purposes of the Equity Definitions, each Transaction shall be a Share Forward Transaction.

The Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which the Confirmation relates. The Confirmation shall supplement, form a part of and be subject to the ISDA Master Agreement (the “Agreement”) as published by ISDA entered into between the parties on [DATE], including the Schedule thereto and the 1994 Credit Support Annex (Bilateral Form—New York Law) (the “CSA”) to such Schedule. In the event of any inconsistency between the provisions of the Agreement or the CSA and the Confirmation, the Confirmation will govern for the purpose of the Transaction to which the Confirmation relates.

1/17

1. The terms of the particular Transaction to which this Confirmation relates are as follows:


General Terms:

Trade Date:		As specified in the relevant Supplemental Confirmation

Valuation Date:		As specified in the relevant Supplemental Confirmation

Shares:		The common stock of Chipotle Mexican Grill, Inc. (the “Issuer”) (ticker symbol: CMG)

Exchange:		New York Stock Exchange

Related Exchange:		None

Buyer:		Counterparty

Seller:		Dealer

Number of Shares:		As specified in the relevant Supplemental Confirmation

Prepayment:		Not Applicable

Variable Obligation:		Not Applicable

Reference Price:		As specified in the relevant Supplemental Confirmation.

Forward Price:		As specified in the relevant Supplemental Confirmation.

General Settlement Terms:

Condition to Physical Settlement:		The Buyer may not early terminate this Transaction or proceed with Physical Settlement on the Settlement Date until (a) any required filings and any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the transactions contemplated hereby, shall have been made or shall have expired or been terminated, as applicable, or (b) the Buyer has determined that the Buyer has an exemption for any such filings (the “Physical Settlement Condition”). Any such exercise shall constitute a representation by the Buyer that such filings have been made and any such waiting periods have expired or that the Buyer has determined that the Buyer has an exemption for such filings.

Condition to Cash Settlement:		The Buyer represents to the Seller that the election by Buyer of Cash Settlement (either upon early termination or on the Settlement Date) is not in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).

		In any event, upon a Cash Settlement, the Buyer will represent to the Seller that either (1) Buyer is or has been for the preceding three months an “affiliate” (as defined

2/17


		under Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”)) of the Issuer, (2) Buyer is not and has not been for the preceding three months an “affiliate” of the Issuer, or (3) Buyer should be deemed an “affiliate” of the Issuer solely for purposes of all Transactions under this Master Confirmation.
Procedures for Early Termination:

Latest Early Termination Time:		The scheduled closing time of the Exchange.

Early Termination Right:		The Buyer may early terminate this Transaction (in whole or in part) by notice to the Seller prior to the Latest Early Termination Time on or before the Valuation Date (such date, the “Early Termination Date”). In such case, the Valuation Date will be deemed to be the Early Termination Date and the portion of the Number of Shares subject to early termination will be settled in accordance with the terms of this Master Confirmation with the remaining portion of the Number of Shares (if any) continuing under the terms of this Confirmation.
Settlement Terms:

Settlement Method:		Physical Settlement (unless Cash Settlement is elected by Counterparty in accordance with the terms hereof); provided that, in respect of Physical Settlement, clause (a) of Section 9.4 of the Equity Definitions is hereby amended by adding the words “as soon as practicable, but in any event no later than” before the words “one Settlement Cycle”.

Default Settlement Method:		Physical Settlement

Settlement Method Election:		Applicable

Electing Party:		Buyer

Settlement Method Election Date(s):		Any Scheduled Trading Day following the Trade Date

Cash Settlement Terms:

Number of Cash-Settled Shares:		The Number of Shares (or in the case of an early termination, the portion of the Number of Shares subject to early termination on an Early Termination Date); provided that the valuation related to such Number of Cash-Settled Shares will occur as set forth under “Cash Settlement Procedures” below.

3/17


Cash Settlement Procedures:		On the Valuation Date (or a deemed Valuation Date) where Cash Settlement is elected, the Calculation Agent will determine the portion of the Number of Cash-Settled Shares (which may be all such Number of Cash-Settled Shares) subject to cash settlement (the “Settled Number of Shares”) in its good faith and commercially reasonable discretion (which may, for the avoidance of doubt, be exercised in consideration of advice of counsel to Counterparty and counsel to Dealer and in consideration of other market activity or derivative transaction or unwind activity by Counterparty as well as any legal considerations applicable to Counterparty, including, but not limited to, considerations related to the fact that Counterparty may be an “insider” or “affiliate” of the Issuer and the application, if any, of any related securities laws (such considerations, the “Unwind Parameters”)), and will notify Dealer and Counterparty of such determination. The Calculation Agent will include in such notice the number of Averaging Dates (“Determined Averaging Date Number”) and the initial Averaging Date for such settlement (each such date, an “Initial Averaging Date”). In respect of the settlement on the Valuation Date, the Initial Averaging Date will be the Valuation Date.

		The Calculation Agent will ensure that the Determined Averaging Date Number is equal to or greater than (or is by no more than 5 Scheduled Trading Days less than) a number equal to the quotient of (a) the Settled Number of Shares divided by (b) the ADTV Limit, with any fractional Determined Averaging Date Number being rounded up to the next whole number. “ADTV Limit” means a number equal to the product of (i) 20%, and (ii) the trailing average daily composite trading volume for the most recent 30 calendar day period, determined by the Calculation Agent as of the relevant Initial Averaging Date.

		Such cash settlement shall proceed under the Equity Definitions as if (i) the Settled Number of Shares were the Number of Shares for purposes of Section 8.4 (“Cash Settlement of Forward Transactions”) and Section 8.5 of the Equity Definitions (“Forward Cash Settlement Amount”), (ii) the Averaging Dates were a number of consecutive Exchange Business Days beginning on, and including, the Initial Averaging Date for such settlement, which number shall be equal to Determined Averaging Date Number, and (iii) the Cash Settlement Payment Date were as defined below.

4/17


		Following each such settlement, the Transaction will continue with a Number of Shares reduced by the amounts so settled, and the Calculation Agent will select subsequent Initial Averaging Date(s) (in conjunction with a related Determined Averaging Date Number) in a good faith and commercially reasonable manner (taking into account the Unwind Parameters) until the total of all Settled Number of Shares equals the original Number of Cash-Settled Shares. For the avoidance of doubt, the Calculation Agent may select a Settled Number of Shares for the first settlement hereunder that equals the total Number of Cash-Settled Shares, in which case there shall be only one such settlement hereunder.

		Notwithstanding anything else to the contrary, if the Cash Settlement Payment Date exceeds the Valuation Date by more than one (1) Settlement Cycle, the Calculation Agent will adjust the Forward Price to reflect the actual date on which the Cash Settlement Payment Date occurs.

Cash Settlement Payment Date:		In respect of a Settled Number of Shares, three (3) Currency Business Days following the final Averaging Date.

General Valuation Terms:

Market Disruption Event:		Section 6.3(a) of the Equity Definitions is hereby amended by replacing clause (ii) thereof in its entirety with the following: “(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) thereof the following: “; in each case that the Calculation Agent determines is material.”

		Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Averaging Date Disruption:		Modified Postponement; provided that Section 6.7(c)(iii)(A) of the Equity Definitions is hereby modified by inserting the words “the Calculation Agent may determine in its discretion that” after the word “then” in the sixth line thereof. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Averaging Date, the Calculation Agent may determine that such Averaging Date is a Disrupted Day only in part, in which case (i) such day shall be an Averaging Date and the Scheduled Trading Day immediately following the date that would otherwise be the last

5/17


		Averaging Date shall be an additional Averaging Date; (ii) the Calculation Agent shall determine the VWAP Price on the Averaging Date that is a partially Disrupted Day on the basis of transactions in the Shares on the Exchange on such Averaging Date, taking into account the nature and duration of the relevant Market Disruption Event; and (iii) the Calculation Agent shall determine the Settlement Price using an appropriately weighted average of VWAP Prices on the Averaging Dates instead of the arithmetic average.

		Section 6.6(a) of the Equity Definitions is hereby amended by replacing the word “shall” in the fifth line thereof with the word “may,” and by deleting clause (i) thereof. Section 6.7(c)(iii)(A) of the Equity Definitions is hereby amended by replacing the word “shall” in the sixth and eighth line thereof with the word “may.”

Settlement Currency:		USD

Relevant Price:		For purposes of Section 6.7 of the Equity Definitions, with respect to any Number of Shares for which Cash Settlement is elected, a price calculated based on the relevant date of determination’s VWAP Price excluding trades on the Exchange below the Limit Price minus $0.02.

Limit Price:		Counterparty may communicate to Dealer on any Averaging Date prices above which the Settlement Price is acceptable to Counterparty it being understood that the Calculation Agent may have to increase the Determined Averaging Date Number in a commercially reasonable manner to reflect market liquidity above such prices.

VWAP Price:		For any Exchange Business Day, the volume-weighted average price per Share, as displayed on Bloomberg Page “CMG <Equity> AQR” (or any successor thereto) with respect to such Exchange Business Day, as determined by the Calculation Agent, or in the event such price is not so reported for such day for any reason or is manifestly erroneous, as reasonably determined by the Calculation Agent; provided that, when Shares that trade above or below a certain price are excluded from the calculation of such volume-weighted average price, the Calculation Agent will modify the calculation commands on Bloomberg to calculate such price to reflect the Limit Price.

Dividends:

Ordinary Dividend Amount:		USD 0.00.

6/17



Extraordinary Dividend:		Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) the ex-date for which occurs during the Dividend Period and the amount or value of which differs from the Ordinary Dividend Amount, as determined by the Calculation Agent.

Dividend Recovery:		In the event that the declared dividend is different from the actual dividend paid by the Issuer, and the Calculation Agent has previously adjusted the terms of the Transaction then the Calculation Agent will either (a) adjust the terms of the Transaction, or (b) determine an amount to be paid by one party to the other party, in each case to account for the discrepancy between the declared dividend and the actual dividend paid by the Issuer. This provision will survive the termination of any relevant Transaction, it be understood that if clause (b) of the previous sentence applies, the party obligated pay such amount will do so in accordance with the instructions of the Calculation Agent.

Adjustments:

Method of Adjustment:		Calculation Agent Adjustment; provided, that the only adjustment for any Spin-off shall be as specified under “Spin-off” and “Consequences of Spin-off” below; provided, further, that the only adjustment for any Diluting Event shall be as specified under “Diluting Event” and “Consequences of Diluting Event” below.

Diluting Event:		Any event described in the definition of “Potential Adjustment Event” in Section 11.2(e) of the Equity Definitions, or any similar event, that subjects the Hedging Party or any person (relative to other holders of Shares) to any disadvantage as a result of any action, including, but not limited to, a “poison pill” or other plan that has the effect of shareholder rights being distributed or separated from the Shares. To the extent that an event may be a Potential Adjustment Event and a Diluting Event, the parties agree to treat such event as a Diluting Event.

Consequences of Diluting Event:		Upon the occurrence of a Diluting Event, the Calculation Agent will adjust the terms of the Transaction to reflect, to the extent practicable, any mutual agreement of Dealer and Counterparty, it being understood that the Calculation Agent will attempt, to the extent practicable, to address the economic effect on the parties from the Diluting Event by, by way of example and without limitation, (i) extending the term of the Transaction to a

7/17


		date up to 24 months after the original maturity, and (ii) adjusting the terms of the Transaction to reflect such extension, including, but not limited to, the Forward Price and the Number of Shares.

Spin-off:		A distribution of Spin-off Shares to holders of the Shares (the “Original Shares”). “Spin-off Shares” means shares of a subsidiary of the Issuer or any other entity in which the Issuer has an equity investment (the “Spin-off Company”) that are, or that as of the ex-dividend date of a distribution of such shares to holder of the Original Shares are, scheduled to be publicly quoted, trade or listed on an United States securities exchange or quotation system. Notwithstanding anything else to the contrary in the Equity Definitions, a distribution of Spin-off Shares will in every case require the Calculation Agent to take the actions specified under “Consequences of Spin-off” below and the Calculation Agent will not adjust the Transaction in any other manner.

Consequences of Spin-off:		Following the occurrence of a Spin-off, the Calculation Agent shall adjust the Transaction on account of such distribution of Spin-off Shares. Notwithstanding anything else to the contrary in the Equity Definitions, the Calculation Agent’s adjustment must continue the Transaction as two or more separate Transactions in respect of the Original Shares and the one or more Spin-off Shares with substantially similar terms; provided, that the Calculation Agent shall make such adjustments to the terms of the Transactions as the Calculation Agent determines appropriate to account for the economic effect on the original Transaction of such Spin-off.

Extraordinary Events:

Consequences of Merger Events:

Share-for-Share:		Calculation Agent Adjustment

Share-for-Other:		Calculation Agent Adjustment

Share-for-Combined:		Calculation Agent Adjustment

Tender Offer:		Applicable

Consequences of Tender Offer:

Share-for-Share:		Calculation Agent Adjustment

Share-for-Other:		Calculation Agent Adjustment

Share-for-Combined:		Calculation Agent Adjustment

8/17



Composition of Combined Consideration:		Applicable

Nationalization, Insolvency or Delisting:		Cancellation and Payment (Calculation Agent Determination)

Additional Disruption Events:

Change in Law:		Applicable; provided that Section 12.9(a)(ii) is hereby amended by (A) adding the words “or any Hedge Positions” after the word “Shares” in the clause (X) thereof; (B) deleting clause (Y) thereto; and (C) adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof; provided that any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any derivatives legislation enacted after the date of this Master Confirmation that affects the Hedging Party.

Failure to Deliver:		Applicable

Insolvency Filing:		Not Applicable

Determining Party:		Calculation Agent

Hedging Party:		Dealer

Additional Representations, Agreements and Acknowledgments:

Non-Reliance:		Applicable

Agreements and Acknowledgments Regarding Hedging Activities:		Applicable

Additional Acknowledgments:		Applicable

Eligible Contract Participant:		Each party represents to the other party that it is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act (as amended)

9/17



Rebate Amount:

Payment of Rebate Amount:		Upon an early termination (if any) prior to the original Valuation Date, Dealer will pay to Counterparty on a related Cash Settlement Payment Date or Settlement Date (as applicable) the Rebate Amount determined on the Early Termination Date (in the case of Physical Settlement) or on the final Averaging Date (in the case of Cash Settlement).

Rebate Amount:		In respect of a Number of Shares subject to early termination, an amount equal to the product of (a) the Rebate Percentage, (b) the Number of Shares subject to early termination, (c) the Reference Price, (d) a fraction (i) the numerator of which is the Remaining Day Count and (ii) the denominator of which is the Total Day Count.

Remaining Day Count:		The number of calendar days from and excluding the Early Termination Date (in the case of Physical Settlement) or the final Averaging Date (in the case of Cash Settlement) to and including the original Valuation Date; provided, however, that in the case of Cash Settlement, the Calculation Agent will adjust the number of calendar days to reflect the weighted average date on which the Number of Cash-Settled Shares are terminated between the date of an early termination notice and the final Averaging Date.

Total Day Count:		The number of calendar days from and excluding the Trade Date to and including the Valuation Date.

Rebate Percentage:		As specified in the relevant Supplemental Confirmation.

2. Calculation Agent: Dealer, provided however that Counterparty may challenge any determination or calculation made by the Calculation Agent within two Business Days following receipt by Counterparty of such determination or calculation, subject to providing in reasonable details the material reasons for the dispute and suggesting an alternative calculation or determination. If the parties are unable to agree on such determination or calculation within one Business Day, (i) the relevant party shall pay the amount, if any, which is not in dispute and (ii) a mutually acceptable third party will be appointed by the parties within two Business Days following such challenge to act as Substitute Calculation Agent and make the relevant determination or calculation. If the parties are unable within two Business Days to agree on, or to appoint, such third party, then each party will, within two Business Days select a leading, independent dealer in instruments of the type covered by this Confirmation and such dealers shall agree on a third party who shall also be a leading, independent dealer in instruments of the type covered by this Master Confirmation to act as Substitute Calculation Agent. Subject to the above, all determinations and calculations by the Substitute Calculation Agent will be binding and conclusive in the absence of manifest error. The costs, fees and expenses (if any) relating to the appointment of the Substitute Calculation Agent shall be borne equally by both parties.

10/17

3. Address for Notices:

Notice to Dealer:

To be provided separately

with a copy to:

To be provided separately

Notice to Counterparty:

Steve Milankov

c/o Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, NY 10019

with a copy to:

Ramy Saad

c/o Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, NY 10019

4. Account Details:


Account details for Dealer:		To be advised.

Account details for Counterparty:		To be advised.

5. Other Provisions:

(a)	Credit Support.

Independent Amount. The Independent Amount for a relevant Transaction with respect to Counterparty is equal to the product of the Independent Amount Percentage (as set forth in the Supplementation Confirmation) and the Forward Price of the relevant Transaction multiplied by the Number of Shares in respect of such Transaction, and is payable by Counterparty to Dealer in accordance with the CSA.

(b)	Additional Representations and Warranties of Counterparty.

Counterparty hereby represents and warrants to Dealer as of the date hereof, and as of each date on which a Transaction (the “Proposed Transaction”) is executed hereunder, and covenants with Dealer, as follows:

(i)

Counterparty represents that the execution of the Transaction by it is not in violation of Section 10(b) of the 1934 Act. In addition, if Counterparty seeks to amend any Transaction, Counterparty will be deemed to represent that Counterparty is not in violation of Section 10(b) of the 1934 Act.

11/17

(ii)

Counterparty is aware of its obligations under the United States Federal securities laws in respect of the Shares, including without limitation under Sections 9 and 10(b) of the 1934 Act, as amended, and the rules and regulations thereunder, and during the term of the Transaction will not take any action that does not comply with those obligations.

(iii)

Without limiting the generality of Section 3(a)(iii) of the Agreement, Counterparty is and, after giving effect to the Transaction, will be in compliance with any reporting obligations under Section 16, Section 13(d) and Section 13(g) of the 1934 Act it has with respect to the Shares.

(iv)

Counterparty is not and, after giving effect to the transactions contemplated hereby, will not be required to register as an “investment company” under, and as such term is defined in, the Investment Company Act of 1940, as amended.

(v)

Counterparty is, and shall be as of the date of any payment or delivery by Counterparty hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages.

(vi)

Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that (A) Dealer is not making any representations or warranties or giving any advice with respect to the legal, regulatory, accounting or tax treatment of the Transaction, and Counterparty has consulted with its own legal, regulatory, accounting and tax advisors with respect to the Transaction, and (B) none of Dealer and its affiliates has acted or will act as Counterparty’s fiduciary in any way, or has any fiduciary duties to Counterparty; and Counterparty is not relying, has not relied and will not rely upon any communication (written or oral) of Dealer or any of its affiliates. Counterparty has made or will make its own independent decision to enter into the Transaction based upon its own judgment and upon advice of such advisors as Counterparty deems necessary.

(vii)

Counterparty is not and has not been for the preceding three months an “affiliate” (as defined in Rule 144 under the 1933 Act) of the Issuer.

(viii)

Counterparty is not an “insider” of the Issuer. An “insider” is a person “who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security” of an issuer, or “who is a director or an officer” of an issuer (as such terms, as applicable, are defined in Rule 16a-1 under the 1934 Act).

(c)	Private Placement.

Buyer represents and warrants to Seller that (i) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the 1933 Act, (ii) it is entering into the Transaction for its own account without a view to the distribution or resale thereof and (iii) it understands that the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the 1933 Act.

(d)	Matters relating to Dealer and the Agent.

(i)

Dealer is not registered as a broker or dealer under the 1934 Act. UBS Securities LLC (“Agent”) has acted solely as agent for Dealer and Counterparty to the extent required by law in connection with the Transaction and has no obligations, by way of

12/17

issuance, endorsement, guarantee or otherwise, with respect to the performance of either party under the Transaction. The parties agree to proceed solely against each other, and not against Agent, in seeking enforcement of their rights and obligations with respect to the Transaction, including their rights and obligations with respect to payment of funds and delivery of securities.

(ii)

Agent may have been paid a fee by Dealer in connection with the Transaction. Further details will be furnished upon written request.

(iii)

The time of the Transaction will be furnished by Agent upon written request.

(e)	Acknowledgments Regarding Hedging.

Counterparty acknowledges (and in the case of clause (vi) below, Dealer and Counterparty acknowledge) that:

(i)

during the term of the Transaction, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to the Transaction;

(ii)

Dealer and its affiliates may also be active in the market for the Shares and derivatives linked to the Shares other than in connection with hedging activities in relation to the Transaction, including acting as agent or as principal and for its own account or on behalf of customers;

(iii)

Dealer shall make its own determination as to whether, when or in what manner any of its hedging or market activities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Transaction;

(iv)

any market activities of Dealer and its affiliates with respect to the Shares may affect the market price and volatility of the Shares, each in a manner that may be adverse to Counterparty;

(v)

the Transaction is a derivatives transaction in which it has purchased from Dealer a Share Forward Transaction; Dealer may purchase or sell Shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the Transaction; and

(vi)

without limiting the generality of the foregoing, any initial price of the Transaction is not the execution price of any initial hedge of the Dealer (if the Dealer chooses to hedge any risk with respect to the Transaction), taking into account any applicable fees or commissions, but rather is an initial price that is at risk to the Dealer (as determined by the Dealer in its sole discretion).

13/17

(f)	Miscellaneous.

Counterparty and Dealer understand that there may exist one or more confidentiality agreement(s) between Counterparty and Dealer. With respect to any rights or obligations thereunder to maintain the confidential nature of confidential information (as defined therein), the parties agree to continue to maintain the confidential nature of confidential information.

Notwithstanding anything to the contrary contained herein, any party (or such party’s affiliates) may disclose to any and all persons, without limitation of any kind, the United States tax treatment (federal, state and local) and tax structure of any transaction contemplated hereunder and all materials of any kind relating to such tax treatment and tax structure. However, any information relating to the United States federal, state or local tax treatment or tax structure shall remain subject to the applicable confidentiality provisions (and the preceding sentence shall not apply) to the extent reasonably necessary to enable any person to comply with applicable securities laws. “Tax treatment” or “tax structure” is limited to any facts relevant to the United States federal, state or local tax treatment of any Transaction contemplated hereunder and specifically does not include information relating to the identity of Counterparty or any of its affiliates.

(g)	No Arrangements.

Counterparty and Dealer each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between Counterparty and Dealer with respect to any Shares or the Issuer, other than those set forth herein; (ii) although Dealer may hedge its risk under the Transactions in any way Dealer determines, Dealer has no obligation to hedge with the purchase or maintenance of any Shares; (iii) Counterparty will not be entitled to any voting rights in respect of any of the Shares underlying the Transaction (other than upon an early termination or at maturity where Physical Settlement applies resulting in the delivery of Shares); and (iv) Counterparty will not influence Dealer with respect to the voting of any Hedge Positions of Dealer that are Shares (if any).

(h)	Withholding Tax Imposed on Certain Dividend Equivalent Payments.

(i) For purposes of any Payer Tax Representation, the words “any Tax from any payment” shall not include any tax imposed by the Internal Revenue Code of 1986, as amended (or United States Treasury regulations or other guidance issued or any agreements entered into thereunder) with respect to dividend equivalent payments (“Dividend Equivalent Withholding Tax”); (ii) for the avoidance of doubt, the parties agree that for purposes of Section 2(d) of the Agreement the deduction or withholding of Dividend Equivalent Withholding Tax is required by applicable law; and (iii) the definition of “Indemnifiable Tax” under the Agreement shall not include any Dividend Equivalent Withholding Tax.

14/17

Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us.


Yours faithfully,

UBS AG, London Branch

By:	/s/ Dushyant Chadha
	Name:	Dushyant Chadha
	Title:	Attorney-in-Fact

By:	/s/ Lee Frankenfield
	Name:	Lee Frankenfield
	Title:	Attorney-in-Fact

Confirmed as of the date first written above:


PERSHING SQUARE FUNDS

By:	Pershing Square Capital Management, L.P., as its Investment Manager
By:	PS Management GP, LLC, its General Partner

By:	/s/ William A. Ackman
	Name:	William A. Ackman
	Title:	Managing Member

15/17

LOGO

SCHEDULE A

SHARE FORWARD SUPPLEMENTAL CONFIRMATION

[Date]


To:		PERSHING SQUARE FUNDS
Attention:		c/o Pershing Square Capital Management, L.P.
		888 Seventh Avenue, 42nd Floor
		New York, NY 10019

Dear Sir/Madam:

The purpose of this Share Forward Supplemental Confirmation (this “Supplemental Confirmation”) is to confirm the specific terms and conditions of one or more Transactions (each, a “Transaction”) entered into between you (“Counterparty”) and us (“Dealer”) on the Trade Date(s) specified below. This Supplemental Confirmation supplements the Master Confirmation between you and us dated [INSERT DATE].

The terms of the particular Transaction(s) to which this Confirmation relates are as follows:

Trade Date

Valuation
Date

Number of
Shares

Reference
Price

Forward
Price

Rebate
Percentage

Independent
Amount
Percentage

[ ]

[

]

USD

[

]

USD

[

]

[

]

[ ]

[

]

USD

[

]

USD

[

]

[

]

[ ]

[

]

USD

[

]

USD

[

]

[

]

16/17

Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us.


Yours faithfully,

UBS AG, London Branch

By:
		Name:
		Title:

By:
		Name:
		Title:

Confirmed as of the date first written above:


PERSHING SQUARE FUNDS

By:	Pershing Square Capital Management, L.P., as its Investment Manager
By:	PS Management GP, LLC, its General Partner

By:
	Name:	William A. Ackman
	Title:	Managing Member

17/17

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

Create E-mail Alert Related Categories

SEC Filings

Related Entities

Pershing Square Capital, 13D

Sign up for StreetInsider Free!

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Form SC 13D CHIPOTLE MEXICAN GRILL Filed by: Pershing Square Capital Management, L.P.

You May Also Be Interested In

Create E-mail Alert Related Categories

Related Entities

Sign up for StreetInsider Free!

Free News Feed